SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October, 2004 PRUDENTIAL PUBLIC LIMITED COMPANY (Translation of registrant's name into English) LAURENCE POUNTNEY HILL, LONDON, EC4R 0HH, ENGLAND (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- Enclosures:Director Shareholding SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company Prudential plc 2. Name of director Philip A J Broadley, Bridget Macaskill, Clark Manning, Roberto Mendoza, Michael McLintock, Mark Norbom, Robert Rowley, G Mark Wood 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Directors named above & spouse where applicable 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Philip A J Broadley & Gillian E Broadley - in own name Philip A J Broadley - shares held in Trust by BWCI Trust Company Limited Bridget Macaskill Clark Manning Roberto Mendoza - shares held in Chase Nominees Limited & Goldman Sachs Securities (Nominees) Limited in Nominee Accounts Michael McLintock - shares held in Trust by BWCI Trust Company Limited Mark Norbom - ADRs held by JP Morgan Chase Bank Robert Rowley G Mark Wood - shares held in Trust by BWCI Trust Company Limited 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) See point 7 6. Please state the nature of the transaction. For PEP/ISA transactions please indicate whether general/single co PEP and if discretionary/non discretionary Scrip dividend on shares or ADRs of Prudential plc - see point 7 7. Number of shares / amount of stock acquired Philip A J Broadley 129 ordinary shares (121 shares in the name of the Director and 8 in the name of his spouse) 71 ordinary shares acquired in respect of shares held in Trust under the Director's Deferred Share Award under the Prudential Annual Incentive Plan) Bridget Macaskill 14 ordinary shares Clark Manning 301 ordinary shares Roberto Mendoza 1,271 ordinary shares (35 shares in respect of shares held by Chase Nominees Limited and 1,236 shares in respect of shares held by Goldman Sachs (Nominees) Limited) Michael McLintock 639 ordinary shares acquired in respect of shares held in Trust under the Director's Deferred Share Award under the Annual Incentive Plan Mark Norbom 15.5 ADRs, representing 31 ordinary Prudential shares Robert Rowley 303 ordinary shares G Mark Wood 86 ordinary shares acquired in respect of shares held in Trust under the Director's Deferred Share Award under the Prudential Annual Incentive Plan 8. Percentage of issued class Philip A J Broadley Less than 0.00001% Bridget Macaskill Less than0.0000007% Clark Manning Less than 0.00002% Roberto Mendoza Less than 0.00007% Michael McLintock Less than 0.00004% Mark Norbom Less than 0.000002% Robert Rowley Less than 0.00002% G Mark Wood Less than 0.000005% 9. Number of shares/amount of stock disposed N/A 10. Percentage of issued class N/A 11. Class of security Prudential ordinary shares of 5p each Prudential plc ADRs whereby 1 ADR represents 2 ordinary shares of 5p each 12. Price per share 428.55p 13. Date of transaction 29 October 2004 14. Date company informed 29 October 2004 15. Total holding following this notification Philip A J Broadley (441,313 ordinary shares) Bridget Macaskill (8,421 ordinary shares) Clark Manning (460,118 ordinary shares) Roberto Mendoza (111,377 ordinary shares) Michael McLintock (237,199 ordinary shares) Mark Norbom (747,916 ordinary shares, of which 2,531 are held in the form of 1,265.50 ADRs) Robert Rowley (34,543 ordinary shares) G Mark Wood (572,424 ordinary shares) 16. Total percentage holding of issued class following this notification Philip A J Broadley Less than 0.022% Bridget Macaskill Less than 0.0005% Clark Manning Less than 0.023% Roberto Mendoza Less than 0.006% Michael McLintock Less than 0.012% Mark Norbom Less than 0.037% Robert Rowley Less than 0.002% G Mark Wood Less than 0.029% If a director has been granted options by the company please complete the following boxes. 17. Date of grant N/A 18. Period during which or date on which exercisable N/A 19. Total amount paid (if any) for grant of the option N/A 20. Description of shares or debentures involved: class, number N/A 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise N/A 22. Total number of shares or debentures over which options held following this notification N/A 23. Any additional information 24. Name of contact and telephone number for queries Jennie Webb, 020 7548 6027 25. Name and signature of authorised company official responsible for making this notification John Price, Deputy Group Secretary, 020 7548 3805 Date of Notification 29 October 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date 29 October 2004 PRUDENTIAL PUBLIC LIMITED COMPANY By: /s/ John Price John Price Deputy Group Secretary